PROPOSAL 3: ADVISORY, NON-BINDING VOTE TO APPROVE CERTAIN MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS
Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger, as disclosed in the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger—Golden Parachute Compensation."
We are asking stockholders to approve the compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger. These payments are set forth in the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers of in the Merger—Golden Parachute Compensation" and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of LinkedIn's overall compensation program for our named executive officers and previously have been disclosed to stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the LinkedIn Board, which is composed solely of non-management directors, and are believed to be reasonable and in line with marketplace norms. The compensation that may be provided to Jeffrey Weiner in connection with his new offer letter entered into with Microsoft is not subject to this advisory, non-binding vote.
Accordingly, we are seeking approval of the following resolution at the special meeting:
"RESOLVED, that the stockholders of LinkedIn Corporation approve, on an advisory, non-binding basis, the compensation that will or may become payable to LinkedIn's named executive officers that is based on or otherwise relates to the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger—Golden Parachute Compensation" in LinkedIn's proxy statement for the special meeting."
Stockholders should note that this proposal is not a condition to completion of the merger, and, as an advisory vote, the result will not be binding on LinkedIn, the LinkedIn Board or Microsoft. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated our named executive officers will be eligible to receive the compensation that is based on or that otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.
The LinkedIn Board unanimously recommends that you vote "FOR" this proposal.
